0001877787-26-000015
SEC filingSection details major shareholders (Monterubello 56.9% ordinary shares, 71.5% voting) and related party transactions with associates, controlling shareholder, and directors.
Ermenegildo Zegna N.V. describes itself as a global luxury player with a leading position in the high-end menswear business, internationally recognized for its unique supply chain, the Filiera, made up of some of the finest Italian textile producers fully integrated with the Group’s luxury manufacturing capabilities. The Group was founded in 1910 in Trivero, Italy, and has been guided by a commitment to entrepreneurship, quality, and responsibility through four generations of the Zegna family. The company results from a cross-border conversion from an Italian joint stock company to a Dutch public limited liability company in December 2021.
The Group operates in three segments. The Zegna segment includes the ZEGNA brand (luxury leisurewear, footwear, formalwear, leather accessories), the Textile product line (luxury fabrics under brands Lanificio Ermenegildo Zegna, Dondi, Bonotto, Tessitura di Novara, Tessitura Ubertino), and the Other product line (manufacturing apparel for third-party brands like Dunhill and Gucci). For 2025, the Zegna segment generated 69.4% of revenues after eliminations. The Thom Browne segment, acquired starting in 2018, generated 14.0% of revenues. The Tom Ford Fashion segment, acquired in April 2023, generated 22.6% of revenues. The Group also holds minority interests in Filati Biagioli Modesto (48.5%) and Luigi Fedeli & Figlio (15%).
The Group’s three complementary brands are ZEGNA, Thom Browne, and TOM FORD FASHION. ZEGNA collections include luxury leisurewear, tailoring, Su Misura (Made-to-Measure), footwear and leather accessories, and licensed products (eyewear, fragrances). Iconic products include the Triple Stitch footwear family, Oasi Cashmere, Oasi Lino, and Vellus Aureum collections. Thom Browne offers high-end menswear and womenswear with distinctive craftsmanship. TOM FORD FASHION delivers an alluringly modern aesthetic. The Textile product line supplies fabrics both internally and to third-party luxury brands.
The Group distributes through a Direct-to-Consumer (DTC) channel (full-price mono-brand stores, outlets, concessions, online boutique) and a wholesale channel (franchisees, specialty stores, department stores, online retailers). As of December 31, 2025, the Group operated 471 Directly Operated Stores (DOSs) in 35 countries. DTC generated 82.0% of consolidated revenues from branded products in 2025; wholesale generated 18.0%. The filing notes that on January 13, 2026, wholesale customer Saks Global filed for Chapter 11 bankruptcy, and a €10,077 thousand allowance for potential losses was recorded in 2025.
The filing states the markets are highly competitive with established operators and new entrants, some with significant financial resources or well-known brands. Competitors may be more successful in interpreting market trends or producing at lower costs. Larger competitors may be better equipped to changing conditions including digital technologies and artificial intelligence. No specific competitors are named.
The Group intends to reinforce its leading position by: (a) continuing to nourish ZEGNA as a reference brand in timeless luxury menswear, focusing on top-end customers; (b) supporting Thom Browne’s DTC channel rebalance and global expansion, especially in North America; (c) aligning TOM FORD FASHION to its worldwide awareness; (d) further integrating corporate functions; and (e) pursuing sustainable development leveraging the Made-in-Italy integrated know-how.
No employee count is disclosed in the Business section. The filing notes the Group depends on highly specialized craftsmanship and key senior personnel, including Creative Directors, and that competition for skilled employees is becoming more intense.
This section (Item 7) does not discuss financial performance; it focuses on shareholding structure and related party transactions. As of March 6, 2026, Monterubello s.s. beneficially owns 56.9% of ordinary shares and, through the loyalty voting program, holds approximately 71.5% voting power. Other major holders include Strategic Holding Group S.à r.l. (11.3%) and Temasek Holdings (10.1%). Directors and senior management own less than 1% each, except Ermenegildo Zegna di Monte Rubello, who holds 3.2% of ordinary shares and additional voting rights.
No segment data is presented. The related party transactions are categorized by counterparty type: transactions with associates (e.g., purchase of carded yarns from Filati Biagioli Modesto, finished products from Norda Run Inc. and Luigi Fedeli e Figlio S.r.l.), transactions with Monterubello and its controlled entities (wool from Gruppo Schneider, fabric finishing from Finissaggio e Tintoria Ferraris, property rentals from EZ Real Estate, sustainability services from Oasi Zegna, and support to Fondazione Zegna), and transactions with other related parties (borrowings and financial services from UBS Group AG due to Sergio Ermotti's directorship). The TFI Group, previously a related party, is now part of the Group following its acquisition in April 2023.
No forward-looking guidance or outlook is provided in this section. The disclosure is purely historical and descriptive of existing relationships and share ownership.
No balance sheet data is provided in the supplied text. The Notes to Financial Statements are referenced as starting on page F-1 but not included. Therefore, no cash, debt, or equity figures are available.
No purchase commitments are disclosed in the provided content. The document discusses legal proceedings but does not quantify any contractual obligations.
No segment-level financial data is reported in the supplied text. The document refers to sales and distribution channels in ‘Item 4.B—Business Overview’ but does not provide segment numbers here.